What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-12 compared with 2024-02-13 · 414 added, 326 removed, 1665 unchanged (31% of the section changed)

5 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the

effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework in Internal Control—Integrated Framework (2013) , our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

28 unchanged sentences

3.2 Third Amended and Restated Bylaws (incorporated by reference to the Current Report on Form 8-K filed with the SEC on May 1, 2018)

Exhibit Number Description of Document

4.1 Form of Common Stock Certificate (incorporated by reference to the Registration Statement on Form S-11/A (File No.

24 unchanged sentences

10.13 Unsecured Credit Facility:

Amended and Restated Credit Agreement, dated as of July 26, 2022 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 29, 2022)

Second Amended and Restated Credit Agreement, dated as of September 10, 2024 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on September 12, 2024)

10.14 Unsecured Term Loan A:

1 unchanged sentence

10.15 Unsecured Term Loan F:

Amended and Restated Term Loan Agreement, dated as of September 1, 2022 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on September 8, 2022)

Second Amended and Restated Term Loan Agreement, dated as of March 25, 2024 (incorporated by referenced to the Current Report on Form 8-K filed with the SEC on March 28, 2024)

10.16 Unsecured Term Loan G:

Amended and Restated Term Loan Agreement, dated as of September 1, 2022 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on September 8, 2022)

Exhibit Number Description of Document

10.17 Unsecured Term Loan H:

10 unchanged sentences

Third Amendment to Note Purchase Agreement, dated as of April 10, 2018 (incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 13, 2018)

Exhibit Number Description of Document

10.23 Series C Unsecured Notes, Series D Unsecured Notes, Series E Unsecured Notes:

10 unchanged sentences

Note Purchase Agreement, dated as of April 28, 2022 (incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on May 3, 2022)

19.1 Insider Trading Policy

10.29 Series L Unsecured Notes, Series M Unsecured Notes, Series N Unsecured Notes:

Note Purchase Agreement, dated as of March 13, 2024 (incorporated by reference to the Current Report on Form 8-K filed with SEC on March 18, 2024)

19.1 Insider Trading Policy (incorporated by reference to the Annual Report on Form 10-K filed with the SEC on February 13, 2024)

21.1 Subsidiaries of STAG Industrial, Inc.

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1 Clawback Policy

97.1 Clawback Policy (incorporated by reference to the Annual Report on Form 10-K filed with the SEC on February 13, 2024)

101 The following materials from STAG Industrial, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL (eXtensible Business Reporting Language):

35 unchanged sentences

Weger Director

February 12, 2025 /s/ Vicki Lundy Wilbon Director

Vicki Lundy Wilbon

February 12, 2025 /s/ Matts S.

44 unchanged sentences

Purchase Price Accounting

As described in Notes 2 and 3 to the consolidated financial statements, during 2023, the Company completed 16 property acquisitions for consideration of approximately $322 million, of which approximately $56 million of land, $248 million of buildings and improvements, $18.5 million of net leasing intangibles, and $0.5 million of other liabilities were recorded.

As described in Notes 2 and 3 to the consolidated financial statements, the Company completed property acquisitions for total consideration of $710.3 million during the year ended December 31, 2024.

Management allocates the purchase price of properties based upon the fair value of the assets acquired and liabilities assumed, which generally consist of land, buildings, tenant improvements, mortgage debt assumed, and deferred leasing intangibles, which includes in-place leases, above market and below market leases, and tenant relationships.

The process for determining the allocation to these components requires estimates and assumptions, including rental rates, discount rates, exit capitalization rates, and land value per square foot.

The principal considerations for our determination that performing procedures relating to purchase price accounting is a critical audit matter are (i) there was significant judgment by management when developing the fair value measurement of the tangible and intangible assets acquired and liabilities assumed, which resulted in a high degree of auditor judgment and subjectivity in performing procedures relating to these estimates, (ii) significant audit effort was necessary in evaluating the significant assumptions, including rental rates, discount rates, exit capitalization rates, and land value per square foot, (iii) significant auditor judgment was necessary in evaluating audit evidence, and (iv) the audit effort included the involvement of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained.

The principal considerations for our determination that performing procedures relating to purchase price accounting is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of assets acquired and liabilities assumed;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to rental rates, discount rates, exit capitalization rates, and land value per square foot;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to purchase price accounting, including controls over the allocation of the purchase price to the assets acquired and liabilities assumed.

These procedures also included, among others, testing management’s process for estimating the fair value of assets acquired and liabilities assumed by (i) reading the purchase agreements and (ii) evaluating the appropriateness of methods and, for a sample of acquisitions, the reasonableness of significant assumptions used by management in developing the fair value measurement including rental rates, discount rates, exit capitalization rates, and land value per square foot.

Evaluating these assumptions involved evaluating whether the assumptions used were reasonable considering past performance of the tangible and intangible assets acquired and liabilities assumed, consistency with external market and industry data, and considering whether the assumptions were consistent with evidence obtained in other areas of the audit.

Procedures were also performed to test the completeness and accuracy of data provided by management.

For certain acquisitions, professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of management’s methods and evaluating the reasonableness of the assumptions related to the rental rates, discount rates, exit capitalization rates, and land value per square foot.

These procedures included testing the effectiveness of controls relating to purchase price accounting, including controls over management’s valuation of the assets acquired and liabilities assumed.

These procedures also included, among others, for a sample of acquisitions (i) reading the purchase agreements;

(ii) testing management’s process for developing the valuation of the assets acquired and liabilities assumed;

(iii) evaluating the appropriateness of the models used by management;

(iv) testing the completeness and accuracy of underlying data used in the models;

and (v) evaluating the reasonableness of the significant assumptions used by management related to rental rates, discount rates, exit capitalization rates, and land value per square foot.

Evaluating management’s assumptions related to rental rates, discount rates, exit capitalization rates, and land value per square foot involved evaluating whether the assumptions used by management were reasonable considering consistency with external market data or comparable transactions.

For certain acquisitions, professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the models used by management and (ii) the reasonableness of the significant assumptions used by management related to rental rates, discount rates, exit capitalization rates, and land value per square foot.

/s/ PricewaterhouseCoopers LLP

1 unchanged sentence

February 12, 2025

We have served as the Company’s or its predecessor’s auditor since 2009.

We have served as the Company’s auditor since 2009.

STAG Industrial, Inc.

15 unchanged sentences

Operating lease right-of-use assets 31,151 29,566

Assets held for sale, net — 4,643

Total assets $ 6,833,335 $ 6,283,458

3 unchanged sentences

Unsecured notes, net 1,594,092 1,195,872

Mortgage notes, net 4,401 7,898

Mortgage note, net 4,195 4,401

Accounts payable, accrued expenses and other liabilities 126,811 83,152

13 unchanged sentences

Total stockholders’ equity 3,457,651 3,374,680

Noncontrolling interest 71,131 73,357

Noncontrolling interest in operating partnership 69,932 71,131

Noncontrolling interest in joint ventures 1,525 —

Total equity 3,529,108 3,445,811

19 unchanged sentences

Debt extinguishment and modification expenses ( 703 ) — ( 838 )

Gain on involuntary conversion 11,843 — —

Gain on the sales of rental property, net 32,273 54,100 57,487

1 unchanged sentence

Net income 193,266 197,201 182,234

income attributable to noncontrolling interest after preferred stock dividends 4,356 3,908 4,098

income attributable to noncontrolling interest in operating partnership 4,046 4,356 3,908

Net income attributable to STAG Industrial, Inc.

189,220 192,845 178,326

preferred stock dividends — — 1,289

redemption of preferred stock — — 2,582

amount allocated to participating securities 182 212 237

16 unchanged sentences

Comprehensive income 179,347 175,427 266,320

Income attributable to noncontrolling interest after preferred stock dividends ( 4,356 ) ( 3,908 ) ( 4,098 )

Income attributable to noncontrolling interest ( 4,046 ) ( 4,356 ) ( 3,908 )

Other comprehensive (income) loss attributable to noncontrolling interest 291 481 ( 1,803 )

5 unchanged sentences

(in thousands, except share data)

Preferred Stock Common Stock Additional Paid-in Capital Cumulative Dividends in Excess of Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interest - Unit Holders in Operating Partnership Total Equity

Preferred Stock Common Stock Additional Paid-in Capital Cumulative Dividends in Excess of Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interest in Operating Partnership Noncontrolling Interest in Joint Ventures Total Equity

Shares Par Amount

1 unchanged sentence

Proceeds from sales of common stock, net — 1,328,335 13 54,931 — — 54,944 — — 54,944

Redemption of preferred stock ( 75,000 ) — — 2,573 ( 2,582 ) — ( 75,009 ) — ( 75,009 )

Dividends and distributions, net ($1.46 per share/unit)

12 unchanged sentences

Rebalancing of noncontrolling interest — — — 5,518 — — 5,518 ( 5,518 ) — —

Other comprehensive income — — — — — 82,283 82,283 1,803 84,086

Other comprehensive loss — — — — — ( 21,293 ) ( 21,293 ) ( 481 ) — ( 21,774 )

Net income — — — — 192,845 — 192,845 4,356 — 197,201

6 unchanged sentences

Rebalancing of noncontrolling interest — — — ( 1,469 ) — — ( 1,469 ) 1,469 — —

Contributions from noncontrolling interest in joint ventures — — — — — — — — 1,525 1,525

Other comprehensive loss — — — — — ( 13,628 ) ( 13,628 ) ( 291 ) — ( 13,919 )

12 unchanged sentences

Loss on impairment 4,967 — 1,783

Gain on involuntary conversion ( 11,843 ) — —

Non-cash portion of interest expense 4,506 3,905 3,747

12 unchanged sentences

Cash flows from investing activities:

Acquisitions of land and buildings and improvements ( 303,991 ) ( 421,784 ) ( 1,211,023 )

Additions of land and buildings and improvements ( 150,445 ) ( 107,856 ) ( 111,653 )

Acquisitions of land and buildings and improvements ( 624,722 ) ( 303,991 ) ( 421,784 )

Acquisitions of other assets ( 243 ) — ( 2,134 )

14 unchanged sentences

Repayment of mortgage notes ( 215 ) ( 3,503 ) ( 46,943 )

Redemption of preferred stock — — ( 75,000 )

Payment of loan fees and costs ( 12,456 ) ( 270 ) ( 5,211 )

2 unchanged sentences

Repurchase and retirement of share-based compensation ( 1,047 ) ( 812 ) ( 1,596 )

Contributions from noncontrolling interest in joint ventures 651 — —

Net cash provided by (used in) financing activities 286,291 ( 75,667 ) 63,186

10 unchanged sentences

Acquisitions of deferred leasing intangibles $ ( 357 ) $ ( 6 ) $ —

Additions to building and other capital improvements from involuntary conversion $ ( 14,810 ) $ — $ —

Partial disposal due to involuntary conversion of building $ — $ 2,968 $ —

2 unchanged sentences

Additions to building and other capital improvements from non-cash compensation $ ( 205 ) $ ( 92 ) $ ( 62 )

Assumption of mortgage notes $ — $ — $ 5,103

Fair market value adjustment to mortgage notes acquired $ — $ — $ ( 161 )

Change in loan fees, costs, and offering costs included in accounts payable, accrued expenses and other liabilities $ ( 563 ) $ ( 30 ) $ 192

Contributions from noncontrolling interest in joint ventures $ 874 $ — $ —

Dividends and distributions accrued $ 23,469 $ 22,726 $ 22,282

4 unchanged sentences

STAG Industrial, Inc.

(the “Company”) is an industrial real estate operating company focused on the acquisition, ownership, and operation of industrial properties in the United States.

(the “Company”) is an industrial real estate operating company focused on the acquisition and operation of industrial properties throughout the United States.

The Company was formed as a Maryland corporation and has elected to be treated and intends to continue to qualify as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (“the Code”).

The Company is structured as an umbrella partnership REIT, commonly called an UPREIT, and owns all of its properties and conducts substantially all of its business through its operating partnership, STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”).

As of December 31, 2023 and 2022, the Company owned a 97.9 % and 97.9 %, respectively, of the common units of the limited partnership interests in the Operating Partnership.

The Company is the sole member of the general partner of the Operating Partnership.

As of December 31, 2024 and December 31, 2023, the Company owned 98.0 % and 97.9 %, respectively, of the common units of the limited partnership interests in the Operating Partnership.

The Company, through its wholly owned subsidiary, is the sole general partner of the Operating Partnership.

As used herein, the “Company” refers to STAG Industrial, Inc.

6 unchanged sentences

2011 Equity Incentive Plan, as amended and restated (the “2011 Plan”).

All majority-owned subsidiaries and joint ventures over which the Company has a controlling financial interest are included in the consolidated financial statements.

All significant intercompany balances and transactions have been eliminated in the consolidation of entities.

The financial statements of the Company are presented on a consolidated basis for all periods presented.

New Accounting Standards

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires additional disclosures around significant segment expenses and disclosures to identify the title and position of the chief operating decision maker (“CODM”).

ASU 2023-07 was effective for the year ended December 31, 2024 and interim periods thereafter.

The adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2024.

Use of Estimates

8 unchanged sentences

Such costs begin to be capitalized to the development projects from the point the Company is undergoing the necessary activities to get the development project ready for its intended use and cease when the development projects are substantially completed and held available for occupancy.

Interest is capitalized based on actual capital expenditures from the period when development or redevelopment commences until the asset is ready for its intended use, at the weighted average borrowing rate of the Company’s unsecured indebtedness during the period.

Interest is capitalized based on actual capital

expenditures from the period when development or redevelopment commences until the asset is ready for its intended use, at the weighted average borrowing rate of the Company’s unsecured indebtedness during the period.

For properties classified as held for sale, the Company ceases depreciating and amortizing the rental property and values the rental property at the lower of depreciated and amortized cost or fair value less costs to dispose.

23 unchanged sentences

Fully depreciated or amortized tenant improvements, deferred leasing intangible assets, or deferred leasing intangible liabilities and the associated accumulated depreciation or amortization are written-off.

The Company wrote-off fully depreciated or amortized tenant improvements, deferred leasing intangible assets, and deferred leasing intangible liabilities of approximately $ 3.9 million, $ 63.0 million, $ 6.3 million, respectively, for the year ended December 31, 2023 and approximately $ 3.4 million, $ 53.8 million, $ 4.9 million, respectively, for the year ended December 31, 2022.

The Company wrote-off fully depreciated or amortized tenant improvements, deferred leasing intangible assets, and deferred leasing intangible liabilities of approximately

$ 4.6 million, $ 71.1 million, $ 4.1 million, respectively, for the year ended December 31, 2024 and approximately $ 3.9 million, $ 63.0 million, $ 6.3 million, respectively, for the year ended December 31, 2023.

For leases in which the Company is the lessee, the Company recognizes a right-of-use asset and corresponding lease liability on the accompanying Consolidated Balance Sheets equal to the present value of the fixed lease payments.

In determining the operating right-of-use asset and lease liability for the Company’s operating leases, the Company estimates an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases.

The Company utilizes a market-based

approach to estimate the incremental borrowing rate for each individual lease.

The Company utilizes a market-based approach to estimate the incremental borrowing rate for each individual lease.

Additionally, since the terms of the Company’s ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis, the estimate of this rate requires significant judgment, and considers factors such as yields on outstanding public debt and other market based pricing on longer duration financing instruments.

Interest in Joint Ventures

The Company has equity interests in consolidated joint ventures that are primarily engaged in the development and eventual operation of industrial real estate properties.

The Company evaluated the joint ventures under the variable interest entity (“VIE”) model of consolidation and determined that the joint ventures are not VIEs.

Accordingly, the Company has determined to account for its investment in the joint ventures under the voting interest model of consolidation, as the Company has a majority voting interest and financial control.

Control is determined using accounting standards related to the consolidation of joint ventures and VIEs.

The evaluation of control includes a review of the entity’s governing documents and the Company’s rights and obligations.

In determining whether the Company has a controlling financial interest in a joint venture, the Company considers various factors, including the percentage of voting interests owned, the ability to direct the activities that most significantly impact the entity’s economic performance, and the extent of the Company’s exposure to the entity’s returns.

The Company also considers whether other parties hold substantive participating rights or protective rights that would preclude consolidation.

The Company reevaluates its consolidation conclusions on an ongoing basis and upon occurrence of certain significant events under the accounting standards consolidation guidance.

The assets and liabilities of the consolidated joint ventures are included in the accompanying Consolidated Balance Sheets, and the joint ventures’ results of operations are included in the accompanying Consolidated Statements of Operations.

The joint venture partners’ share of the joint ventures is reflected as noncontrolling interest in joint ventures in the accompanying consolidated financial statements.

See Note 7 for further discussion of the noncontrolling interest in joint ventures.

The Company’s interest in the joint ventures is recognized under the hypothetical liquidation at book value model.

Under this model, the Company’s earnings from and equity interest in the joint ventures are recorded based on its proportionate share of the joint ventures based on its ownership interest, after giving effect to incentive fees earned by the joint venture partner.

Cash and Cash Equivalents

22 unchanged sentences

The excess of the cost of an acquired business over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed is recorded as goodwill.

Goodwill of the Company of approximately $ 4.9 million represents amounts allocated to the assembled workforce from the acquired management company, and is presented in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets.

Goodwill of the Company of approximately $ 4.9 million as of December 31, 2024 represents amounts allocated to the assembled workforce from the acquired management company, and is presented in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets.

The Company’s goodwill has an indeterminate life and is not amortized, but is tested for impairment on an annual basis at December 31, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

10 unchanged sentences

Credit risk is the risk of failure of the counterparty to perform under the terms of the contract.

The Company minimizes the credit risk in its derivative financial instruments by entering into transactions with various high-quality counterparties.

The Company minimizes the credit risk in its derivative financial instruments by entering into transactions with various high-quality

counterparties.

The Company’s exposure to credit risk at any point is generally limited to amounts recorded as assets on the accompanying Consolidated Balance Sheets.

Fair Value of Financial Instruments

Financial instruments include cash and cash equivalents, restricted cash, tenant accounts receivable, interest rate swaps, accounts payable, accrued expenses, unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes.

See Note 4 for the fair value of the Company’s indebtedness.

See Note 5 for the fair value of the Company’s interest rate swaps.

All other financial instruments noted are recorded at carrying value, which equates to their fair value.

The Company adopted fair value measurement provisions for its financial instruments recorded at fair value.

12 unchanged sentences

A return of capital has the effect of reducing the holder’s adjusted tax basis in its investment, which may or may not be taxable to the holder.

The Company paid dividends to holders of the 6.875% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series C Preferred Stock”), of approximately $ 1.3 million ($ 0.429688 per share) during the year ended December 31, 2021, of which $ 0.400294 per share was treated as ordinary income for tax purposes, $ 0.022149 per share was treated as unrecaptured section 1250 capital gain for tax purposes, and $ 0.007245 per share was treated as other capital gain for income tax purposes.

The following table summarizes the tax treatment of dividends per share of common stock for federal income tax purposes.

7 unchanged sentences

$ 1.463318 100.0 % $ 1.485012 100.0 % $ 1.459170 100.0 %

(1) The December 2020 monthly common stock dividend of $ 0.12 per share was partially included in the stockholder’s 2021 tax year in the amount of $ 0.04833 per share.

(1) The December 2021 monthly common stock dividend of $ 0.120833 per share was included in the stockholder’s 2022 tax year.

The December 2022 monthly common stock dividend of $ 0.121667 per share was included in the stockholder’s 2023 tax year.

The December 2023 monthly common stock dividend of $ 0.1225 per share was partially included in the stockholder’s 2023 tax year in the amount of $ 0.015845 per share and the remainder will be included in the stockholder’s 2024 tax year.

The December 2024 monthly common stock dividend of $ 0.123333 per share will be included in the stockholder’s 2025 tax year.

Revenue Recognition

1 unchanged sentence

Differences between rental income earned and amounts due under the lease are charged or credited, as applicable, to accrued rental income.

The Company determined that for all leases where the Company is the lessor, that the timing and pattern of transfer of the non-lease components and associated lease components are the same, and that the lease components, if accounted for separately, would be classified as an operating lease.

would be classified as an operating lease.

Accordingly, the Company has made an accounting policy election to recognize the combined component in accordance with Accounting Standards Codification Topic 842 as rental income on the accompanying Consolidated Statements of Operations.

10 unchanged sentences

Gain on the Sales of Rental Property, net

The timing of the derecognition of a rental property and the corresponding recognition of gain on the sales of rental property, net is measured by various criteria related to the terms of the sale transaction and if the Company has lost control of the

property and the acquirer has gained control of the property after the transaction.

If the derecognition criteria is met, the full gain is recognized.

3 unchanged sentences

The Company measures equity-based compensation expense based on the fair value of the awards on the grant date and recognizes the expense ratably over the vesting period, and forfeitures are recognized in the period in which they occur.

On January 7, 2021, the Company adopted the STAG Industrial, Inc.

Employee Retirement Vesting Program (the “Vesting Program”) to provide supplemental retirement benefits for eligible employees.

For those employees who are retirement eligible or will become retirement eligible during the applicable vesting period under the terms of the Vesting Program, the Company accelerates equity-based compensation through the employee’s six-month retirement notification period or retirement eligibility date, respectively.

The Company provides supplemental retirement benefits for eligible employees.

For those employees who are retirement eligible or will become retirement eligible during the applicable vesting period, the Company accelerates equity-based compensation through the employee’s six-month retirement notification period or retirement eligibility date, respectively.

Related-Party Transactions

3 unchanged sentences

As a REIT, the Company is generally not subject to corporate level federal income tax on the earnings distributed currently to its stockholders that it derives from its REIT qualifying activities.

As a REIT, the Company is required to distribute at least 90% of its REIT taxable income to its stockholders and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership.

As a REIT, the

Company is required to distribute at least 90% of its REIT taxable income to its stockholders and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership.

The Company will not be required to make distributions with respect to income derived from the activities conducted through subsidiaries that the Company elects to treat as taxable REIT subsidiaries (“TRS”) for federal income tax purposes, nor will it have to comply with income, assets, or ownership restrictions inside of the TRS.

1 unchanged sentence

A TRS is subject to federal and state income taxes.

The Company’s TRS recognized a net income (loss) of approximately $ 0 , $ 0.1 million and $( 8,000 ), for the years ended December 31, 2023, 2022 and 2021, respectively, which has been included on the accompanying Consolidated Statements of Operations.

The Company’s TRS recognized a net income of approximately $ 0 , $ 0 and $ 0.1 million, for the years ended December 31, 2024, 2023 and 2022, respectively, which has been included on the accompanying Consolidated Statements of Operations.

State and Local Income, Excise, and Franchise Tax

11 unchanged sentences

The Company manages its operations on an aggregated, single segment basis for purposes of assessing performance and making operating decisions and, accordingly, has only one reporting and operating segment.

This single segment of real estate operations derives its revenues from rental income from the tenants who occupy its buildings.

Substantially all revenues, expenses, and assets are attributable to this single segment and are consistent with the amounts presented in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations.

Total expenditures for additions to segment long-lived assets are consistent with the amounts presented in the accompanying Consolidated Statements of Cash Flows as additions of land and buildings and improvements.

The CODM of the Company, which is its Chief Executive Officer, assesses performance of the segment and decides how to allocate resources based on net income that is reported on the accompanying Consolidated Statements of Operations.

The CODM also assesses the performance of the segment based on funds from operations (“FFO”) and net operating income (“NOI”).

FFO is calculated in accordance with the standards established by the National Association of Real Estate Investment Trusts.

FFO represents GAAP net income (loss), excluding gains (or losses) from sales of depreciable operating buildings, impairment write-downs of depreciable real estate, real estate related depreciation and amortization (excluding amortization of deferred financing costs and fair market value of debt adjustment) and after adjustments for unconsolidated partnerships and joint ventures.

NOI is defined as rental income, which includes billings for common area maintenance, real estate taxes and insurance, less property expenses, real estate tax expense and insurance expense.

The CODM uses net income, FFO, and NOI in the annual budgeting and quarterly reforecasting process and considers the quarterly reforecasting results to evaluate the performance of the segment and make decisions about allocating resources back into the segment, or into other parts of the Company.

Concentrations of Credit Risk

21 unchanged sentences

Year ended December 31, 2024

Market(1) Date Acquired Square Feet Number of Buildings Purchase Price

Date Acquired Square Feet Number of Buildings Purchase Price

(in thousands)

Cincinnati, OH March 18, 2024 697,500 1 $ 50,073

Three months ended March 31, 2024 697,500 1 50,073

Milwaukee, WI April 8, 2024 150,002 1 16,062

Portland, OR April 15, 2024 99,136 1 17,058

Louisville, IN April 16, 2024 592,800 1 52,352

Portland, OR (2)

June 6, 2024 — — 8,178

El Paso, TX June 10, 2024 254,103 1 32,182

Chicago, IL June 24, 2024 947,436 5 87,560

Columbus, OH June 26, 2024 150,207 1 20,408

Three months ended June 30, 2024 2,193,684 10 233,800

July 25, 2024 — — 1,896

August 8, 2024 — — 8,959

LaGrange, GA September 9, 2024 323,368 1 34,870

Boston, MA September 12, 2024 290,471 5 78,127

Three months ended September 30, 2024 613,839 6 123,852

Minneapolis, MN October 10, 2024 360,000 1 43,288

Minneapolis, MN October 15, 2024 126,000 1 23,331

Minneapolis, MN October 30, 2024 96,096 1 13,896

Philadelphia, PA October 31, 2024 69,492 1 12,443

Phoenix, AZ November 7, 2024 80,000 1 14,707

Kansas City, MO November 12, 2024 676,000 2 55,651

Chicago, IL December 3, 2024 725,917 5 73,230

Charlotte, NC December 5, 2024 86,749 1 12,981

Salt Lake City, UT December 10, 2024 172,847 1 34,615

Charlotte, NC (3)

December 13, 2024 — — 8,926

Sacramento, CA December 30, 2024 55,064 1 9,536

Three months ended December 31, 2024 2,448,165 15 302,604

Year ended December 31, 2024 5,953,188 32 $ 710,329

(1) As defined by CBRE-EA industrial market geographies.

If the building is located outside of a CBRE-EA defined market, the city and state is reflected.

(2) The Company acquired a vacant land parcel.

(3) The Company acquired a vacant land parcel through a consolidated joint venture.

Year ended December 31, 2023

Date Acquired Square Feet Number of Buildings Purchase Price

(in thousands)

Central New Jersey, NJ April 24, 2023 101,381 1 $ 26,660

22 unchanged sentences

(3) The Company acquired one building under development.

Year ended December 31, 2022

Date Acquired Square Feet Number of Buildings Purchase Price

(in thousands)

Kansas City, MO January 6, 2022 702,000 1 $ 60,428

Chicago, IL January 31, 2022 72,499 1 8,128

Columbus, OH February 8, 2022 138,213 1 11,492

Cleveland, OH February 8, 2022 136,800 1 13,001

Nashville, TN March 10, 2022 109,807 1 12,810

Greenville, SC March 10, 2022 289,103 1 28,274

Memphis, TN March 18, 2022 195,622 1 15,828

Greenville, SC March 18, 2022 155,717 1 16,390

Three months ended March 31, 2022 1,799,761 8 166,351

Atlanta, GA April 1, 2022 210,858 1 21,119

Minneapolis, MN April 4, 2022 160,000 1 13,472

Grand Rapids, MI April 14, 2022 211,125 2 12,274

Pittsburgh, PA April 19, 2022 400,000 1 50,178

Greenville, SC (2)

April 22, 2022 — — 5,559

Birmingham, AL May 5, 2022 67,168 1 7,871

San Jose, CA June 7, 2022 175,325 1 29,630

Fredricksburg, VA June 29, 2022 140,555 1 20,257

Norfolk, VA June 29, 2022 102,512 1 10,561

Three months ended June 30, 2022 1,467,543 9 170,921

Atlanta, GA July 15, 2022 159,048 1 10,062

Fresno, CA July 25, 2022 232,072 1 30,121

El Paso, TX July 26, 2022 326,166 4 37,792

Portland, OR September 12, 2022 78,000 1 11,281

Louisville, KY September 21, 2022 563,032 1 38,064

Three months ended September 30, 2022 1,358,318 8 127,320

Chicago, IL December 28, 2022 115,491 1 8,055

Three months ended December 31, 2022 115,491 1 8,055

Year ended December 31, 2022 4,741,113 26 $ 472,647

(1) As defined by CBRE-EA industrial market geographies.

If the building is located outside of a CBRE-EA defined market, the city and state is reflected.

(2) The Company acquired vacant land parcels.

On December 13, 2024, the Company formed a joint venture with a third party that is primarily engaged in the development and eventual operation of two industrial real estate properties located in Concord, North Carolina.

The Company determined to account for its investment in the joint venture under the voting interest model of consolidation.

See Note 2 for further

discussion of this determination.

See Note 7 for further discussion of the third party’s noncontrolling interest in the joint venture.

On August 8, 2024, the Company formed a joint venture with a third party that is primarily engaged in the development and eventual operation of an industrial real estate property located in Reno, Nevada.

The Company determined to account for its investment in the joint venture under the voting interest model of consolidation.

See Note 2 for further discussion of this determination.

See Note 7 for further discussion of the third party’s noncontrolling interest in the joint venture.

The following table summarizes the allocation of the consideration paid at the date of acquisition during the years ended December 31, 2024 and 2023 for the acquired assets and liabilities in connection with the acquisitions identified in the tables above.

6 unchanged sentences

Construction in progress 3,603 N/A 16,187 N/A

Other assets — N/A 2,134 N/A

Operating lease right-of-use assets — N/A 3,541 N/A

Deferred leasing intangibles - in-place leases 60,659 6.4 16,914 5.1

1 unchanged sentence

Deferred leasing intangibles - above market leases 934 2.7 523 2.7

Other assets 243 N/A — N/A

Operating lease right-of-use assets 3,554 N/A — N/A

Tenant prepaid rent — N/A ( 511 ) N/A

Deferred leasing intangibles - below market leases ( 12,343 ) 6.2 ( 5,839 ) 6.4

Operating lease liabilities ( 3,554 ) N/A — N/A

Tenant prepaid rent ( 511 ) N/A ( 445 ) N/A

Total purchase price $ 710,329 $ 322,014

6 unchanged sentences

Building square feet (in millions) $ 1.6 2.0 1.8

2023 dispositions contribution to net income (1)

2024 dispositions contribution to net income (loss) (1)

$ ( 6,183 ) $ 3,964 $ 3,465

8 unchanged sentences

Loss on Impairment

The following table summarizes the Company’s loss on impairment for asset held and used during the year ended December 31, 2022.

The Company did not recognize a loss on impairment during the years ended December 31, 2023 and 2021.

The following table summarizes the Company’s loss on impairment for assets held and used during the years ended December 31, 2024 and 2022.

The Company did not recognize a loss on impairment during the year ended December 31, 2023.

Buildings Event or Change in Circumstance Leading to Impairment Evaluation (2)

2 unchanged sentences

(in thousands)

Salt Lake City, UT 1 Change in estimated hold period (4)

Discounted cash flows (5)

$ 21,827 $ 4,967

Year ended December 31, 2024 $ 4,967

Hartford, CT 1 Change in estimated hold period (6)

10 unchanged sentences

discount rate of 9.3 % and exit capitalization rate of 6.3 %.

(6) This property was sold during the year ended December 31, 2023.

(7) Level 3 inputs used to determine fair value for the property impaired:

discount rate of 10.0 % and exit capitalization rate of 8.5 %.

Involuntary Conversion

In December 2023, the Company recorded an estimated loss on involuntary conversion of approximately $ 3.0 million for the year ended December 31, 2023 related to a tornado that damaged one of the Company’s buildings.

An insurance policy provides coverage for these losses, and accordingly the loss on involuntary conversion was fully offset for the year ended December 31, 2023.

As of December 31, 2023, the receivable from the insurance coverage is estimated to be approximately $ 3.0 million , which is included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets.

An insurance policy provided coverage for these losses, and accordingly the loss on involuntary conversion was fully offset for the year ended December 31, 2023.

As of December 31, 2023, the receivable from the insurance coverage was estimated to be approximately $ 3.0 million, which was included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets.

During the year ended December 31, 2024, the approximately $ 3.0 million receivable from the insurance coverage was relieved and exchanged for improvements made to the building and included as a non-cash investing activity on the accompanying Consolidated Statements of Cash Flows.

During the year ended December 31, 2024, the Company recognized a gain on involuntary conversion of approximately $ 11.8 million.

The Company did not recognize a gain or loss on involuntary conversion during the year ended December 31, 2023.

Deferred Leasing Intangibles

7 unchanged sentences

Total deferred leasing intangible liabilities $ 64,703 $ ( 31,368 ) $ 33,335 $ 56,521 $ ( 26,613 ) $ 29,908

The following table summarizes the amortization expense and the net increase (decrease) to rental income for the amortization of deferred leasing intangibles during the years ended December 31, 2023, 2022 and 2021.

The following table summarizes the amortization expense and the net increase to rental income for the amortization of deferred leasing intangibles during the years ended December 31, 2024, 2023 and 2022.

Year ended December 31,

Deferred Leasing Intangibles Amortization (in thousands) 2024 2023 2022

Net increase (decrease) to rental income related to above and below market lease amortization $ 865 $ 329 $ ( 2,073 )

Net increase to rental income related to above and below market lease amortization $ 579 $ 865 $ 329

Amortization expense related to other intangible lease assets $ 91,254 $ 89,036 $ 95,901

6 unchanged sentences

2029 $ 39,488 $ 131

The following table summarizes the Company’s outstanding indebtedness, including borrowings under the Company’s unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes as of December 31, 2023 and 2022.

Indebtedness (dollars in thousands) December 31, 2024 December 31, 2023 Interest Rate (1)(2)

2 unchanged sentences

Unsecured Credit Facility (4)

$ 175,000 Term SOFR + 0.855 %

October 23, 2026 i

$ 402,000 Term SOFR + 0.875% September 7, 2029 i

Total unsecured credit facility 409,000

Unsecured term loans:

Unsecured Term Loan F 200,000 200,000 2.94 % January 12, 2025 i

Unsecured Term Loan G 300,000 300,000 1.80 % February 5, 2026 i

Unsecured Term Loan A 150,000

150,000 2.14 % March 15, 2027 i

Unsecured Term Loan A 150,000 150,000 2.16 % March 15, 2027 i

Unsecured Term Loan H 187,500 187,500 3.35 % January 25, 2028 i

Unsecured Term Loan I 187,500 187,500 3.51 % January 25, 2028 i

Unsecured Term Loan F (5)

200,000 200,000 2.96 % March 23, 2029 i

Total unsecured term loans 1,025,000 1,025,000

2 unchanged sentences

Unsecured notes:

Series F Unsecured Notes — 100,000 3.98 % January 5, 2023 ii

Series A Unsecured Notes 50,000

50,000 4.98 % October 1, 2024 ii

Series D Unsecured Notes 100,000

100,000 4.32 % February 20, 2025 ii

Series A Unsecured Notes — 50,000 4.98 % October 1, 2024 ii

Series D Unsecured Notes 100,000 100,000 4.32 % February 20, 2025 ii

Series G Unsecured Notes 75,000 75,000 4.10 % June 13, 2025 ii

Series B Unsecured Notes 50,000

50,000 4.98 % July 1, 2026 ii

Series C Unsecured Notes 80,000

80,000 4.42 % December 30, 2026 ii

Series E Unsecured Notes 20,000

20,000 4.42 % February 20, 2027 ii

Series B Unsecured Notes 50,000 50,000 4.98 % July 1, 2026 ii

Series C Unsecured Notes 80,000 80,000 4.42 % December 30, 2026 ii

Series E Unsecured Notes 20,000 20,000 4.42 % February 20, 2027 ii

Series H Unsecured Notes 100,000 100,000 4.27 % June 13, 2028 ii

Series L Unsecured Notes 175,000 — 6.05 % May 28, 2029 ii

Series M Unsecured Notes 125,000 — 6.17 % May 28, 2031 ii

Series I Unsecured Notes 275,000 275,000 2.80 % September 29, 2031 ii

1 unchanged sentence

Series J Unsecured Notes 50,000 50,000 2.95 % September 28, 2033 ii

Series N Unsecured Notes 150,000 — 6.30 % May 28, 2034 ii

Total unsecured notes 1,600,000 1,200,000

1 unchanged sentence

Total carrying value unsecured notes, net 1,594,092

Mortgage notes (secured debt):

Thrivent Financial for Lutherans — 3,296 4.78 % December 15, 2023 iii

Mortgage note (secured debt):

United of Omaha Life Insurance Company 4,322 4,537 3.71 % October 1, 2039 ii

Total mortgage notes 4,537

Total mortgage note 4,322

Net unamortized fair market value discount ( 127 ) ( 136 )

Total unamortized deferred financing fees and debt issuance costs — ( 5 )

Total carrying value mortgage notes, net 4,401

Total carrying value mortgage note, net 4,195

Total / weighted average interest rate (6)

4 unchanged sentences

The spread over the applicable rate for the Company’s unsecured credit facility and unsecured term loans is based on the Company’s debt rating and leverage ratio, as defined in the respective loan agreements.

(2) The unsecured credit facility has a stated rate of one-month Term SOFR plus a 0.10 % adjustment and a spread of 0.775 %, less a sustainability-related interest rate adjustment of 0.02 %.

The unsecured term loans have a stated interest rate of one-month Term SOFR plus a 0.10 % adjustment and a spread of 0.85 %, less a sustainability-related interest rate adjustment of 0.02 %.

As of December 31, 2023, one-month Term SOFR for the Unsecured Term Loans A, F, G, H, and I was swapped to a fixed rate of 1.31 %, 2.11 %, 0.95 %, 2.90 %, and 2.66 %, respectively (which includes the 0.10% adjustment).

One-month Term SOFR for the Unsecured Term Loan H will be swapped to a fixed rate of 2.50 % effective January 12, 2024.

(2) The unsecured credit facility has a stated interest rate of one-month Term SOFR plus a 0.10 % adjustment and a spread of 0.775 %.

The unsecured term loans have a stated interest rate of one-month Term SOFR plus a 0.10 % adjustment and a spread of 0.85 %.

As of December 31, 2024, one-month Term

SOFR for the Unsecured Term Loans A, F, G, H, and I was swapped to a fixed rate of 1.31 %, 2.11 %, 0.95 %, 2.50 %, and 2.66 %, respectively (which includes the 0.10% adjustment).

The Unsecured Term Loan F provides for the election of Daily Simple Secured Overnight Financing Rate (“Daily SOFR”), and effective January 15, 2025, Daily SOFR was swapped to a fixed rate of 3.98 %.

(3) Prepayment terms consist of (i) pre-payable with no penalty;

(ii) pre-payable with penalty;

and (iii) pre-payable without penalty three months prior to the maturity date.

and (ii) pre-payable with penalty.

(4) The capacity of the unsecured credit facility is $ 1.0 billion.

Deferred financing fees and debt issuance costs, net of accumulated amortization related to the unsecured credit facility of approximately $ 10.1 million and $ 3.3 million are included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023, respectively.

The initial maturity date is October 24, 2025, or such later date which may be extended pursuant to two six -month extension options exercisable by the Company in its discretion upon advance written notice.

The initial maturity date is September 8, 2028, or such later date which may be extended pursuant to two six -month extension options exercisable by the Company in its discretion upon advance written notice.

Exercise of each six-month option is subject to the following conditions:

2 unchanged sentences

and (iii) payment of a fee.

Neither extension option is subject to lender consent, assuming proper notice and satisfaction of

the conditions.

We are required to pay a facility fee on the aggregate commitment amount (currently $1.0 billion) at a rate per annum of 0.1 % to 0.3 %, depending on our debt rating, as defined in the credit agreement.

Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions.

The Company is required to pay a facility fee on the aggregate commitment amount (currently $1.0 billion) at a rate per annum of 0.1 % to 0.3 %, depending on the Company’s debt rating, as defined in the 2024 Credit Agreement (as defined below).

The facility fee is due and payable quarterly.

(5) The initial maturity date of the Unsecured Term Loan F is March 25, 2027, or such later date which may be extended pursuant to two one-year extension options exercisable by the Company in its discretion upon advance written notice.

Exercise of each one-year option is subject to the following conditions:

(i) absence of a default immediately before the extension and immediately after giving effect to the extension;

(ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date;

and (iii) payment of a fee.

Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions.

(6) The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $ 1,025.0 million of debt and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums or discounts.

5 unchanged sentences

Costs Included in Interest Expense (in thousands) 2024 2023 2022

Amortization of deferred financing fees and debt issuance costs and fair market value premiums/discounts $ 3,905 $ 3,747 $ 2,931

Amortization of deferred financing fees and debt issuance costs and fair market value discount $ 4,506 $ 3,905 $ 3,747

Facility, unused, and other fees $ 1,765 $ 1,759 $ 1,548

2024 Debt Activity

On October 1, 2024, the Company redeemed in full at maturity the $ 50.0 million in aggregate principal amount of the Series A Unsecured Notes with a fixed interest rate of 4.98%.

On September 10, 2024, the Company entered into the second amended and restated credit agreement for the unsecured credit facility (the “2024 Credit Agreement”) to (i) extend the maturity date to September 8, 2028, or such later date which may be extended pursuant to two six-month extension options exercisable by the Company in its discretion, subject to certain conditions, including the payment of a fee, and (ii) provide that borrowings under the unsecured credit facility will, at the Company’s election, bear interest based on a Base Rate, Adjusted Term SOFR or Adjusted Daily Simple SOFR (each as defined in the 2024 Credit Agreement), which interest rate will be increased by 0.10 % for any SOFR Loan (as defined in the 2024 Credit Agreement), plus an applicable spread based on the Company’s debt rating and leverage ratio (each as defined in the 2024 Credit Agreement).

Other than the increase in the borrowing commitments and the interest rate provisions described above, the material terms of the unsecured credit facility remain unchanged.

In connection with the 2024 Credit Agreement, the Company incurred approximately $ 8.9 million in costs, which have been deferred and will amortize through the maturity date of September 8, 2028.

The previous unamortized fees related to the unsecured credit facility have been extended to amortize through the new maturity date of September 8, 2028.

Additionally, the Company incurred approximately $ 36 thousand of modification expenses, which were recognized in debt extinguishment and modification expenses in the accompanying Consolidated Statements of Operations.

On June 29, 2024, the sustainability-related interest rate reduction of 0.02 % on the Company’s unsecured credit facility and each of the unsecured term loans ended in accordance with the respective loan agreements.

On March 25, 2024, the Company entered into a second amended and restated term loan agreement for the Unsecured Term Loan F to (i) extend the maturity date to March 25, 2027, with two one-year extension options, subject to certain conditions

(discussed below), that would extend the maturity date to March 23, 2029 if both exercised, and (ii) provide that borrowings under the Unsecured Term Loan F will, at the Company’s election, bear interest based on a Base Rate, Adjusted Term SOFR, or Adjusted Daily Simple SOFR (each as defined in the loan agreement), which interest rate will be increased by 0.10 % for any SOFR Loan (as defined in the loan agreement), plus an applicable spread based on the Company’s debt rating and leverage ratio (each as defined in the loan agreement), less a sustainability-related adjustment.

Other than the maturity and interest rate provisions described above, the material terms remain unchanged.

The Unsecured Term Loan F’s initial maturity date is March 25, 2027, or such later date which may be extended pursuant to two one-year extension options exercisable by the Company in its discretion upon advance written notice.

Exercise of each one-year option is subject to the following conditions:

(i) absence of a default immediately before the extension and immediately after giving effect to the extension;

(ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date;

and (iii) payment of a fee equal to 0.125 % of the outstanding amount on the effective day of each extension period.

Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions.

Upon execution of the amended loan agreement for the Unsecured Term Loan F, the Company intended to exercise both extension options.

In connection with the amended loan agreement, the Company incurred approximately $ 1.2 million in costs, which have been deferred, including approximately $ 0.5 million of accrued extension fees, and will amortize through the extended maturity date of March 23, 2029.

The Company also incurred approximately $ 0.7 million of modification expenses which were recognized in debt extinguishment and modification expenses in the accompanying Consolidated Statements of Operations.

On March 13, 2024, the Company entered into a note purchase agreement (the “March 2024 NPA”) for the private placement by the Operating Partnership of $ 175.0 million senior unsecured notes maturing May 28, 2029, with a fixed annual interest rate of 6.05 %, $ 125.0 million senior unsecured notes maturing May 28, 2031, with a fixed annual interest rate of 6.17 %, and $ 150.0 million senior unsecured notes maturing May 28, 2034, with a fixed annual interest rate of 6.30 %.

The March 2024 NPA contains a number of financial covenants substantially similar to the financial covenants contained in the Company’s unsecured credit facility and other unsecured notes, plus a financial covenant that requires the Company to maintain a minimum interest coverage ratio of not less than 1.50 :1.00.

The Company and certain wholly owned subsidiaries of the Operating Partnership are guarantors of the unsecured notes.

On May 28, 2024, the Operating Partnership issued all of the notes under the March 2024 NPA.

2023 Debt Activity

On December 15, 2023, the mortgage note associated with Thrivent Financial for Lutherans in the amount of approximately $ 3.2 million was repaid in full.

On January 19, 2023, the sustainability-related interest rate adjustment for the Unsecured Term Loan H and Unsecured Term Loan I went into effect in connection with the Company's 2022 public disclosure assessment score of “A” from the Global Real Estate Sustainability Benchmark (GRESB).

The interest rate adjustment, a 0.02 % interest rate reduction for each instrument, will end on June 29, 2024, in accordance with the respective loan agreements.

On January 5, 2023, the Company redeemed in full at maturity the $ 100.0 million in aggregate principal amount of the Series F Unsecured Notes with a fixed interest rate of 3.98%.

2022 Debt Activity

On October 3, 2022, the Company achieved a 2022 public disclosure assessment score of “A” from the Global Real Estate Sustainability Benchmark (GRESB).

The improved score triggered a sustainability-related interest rate adjustment for the Unsecured Term Loan A, Unsecured Term Loan F, Unsecured Term Loan G, and Unsecured Credit Facility.

The interest rate adjustment, a 0.02 % interest rate reduction for each instrument, went into effect on October 17, 2022 and will end on June 29, 2024, in accordance with the respective loan agreements.

On September 1, 2022, the mortgage note associated with the Wells Fargo Bank, National Association CMBS Loan was repaid in full.

On September 1, 2022, the Company entered into separate amended and restated loan agreements for the Unsecured Term Loan A, the Unsecured Term Loan F, and the Unsecured Term Loan G (“Amended and Restated Unsecured Term Loans”), to provide that borrowings under the Amended and Restated Unsecured Term Loans bear a current annual interest rate of one-month Term SOFR, plus an adjustment of 0.10 % and a spread of 0.85 %, based on the Company’s debt rating and leverage ratio (as defined in the applicable loan agreement).

Other than the interest rate provisions described above, the material terms of the Amended and Restated Unsecured Term Loans, including the maturity dates, remain unchanged.

On July 26, 2022, the Company entered into an amended and restated credit agreement for the unsecured credit facility (the “July 2022 Credit Agreement”), which provided for an increase in the aggregate commitments available for borrowing under the unsecured credit facility from $ 750.0 million to up to $ 1.0 billion.

The July 2022 Credit Agreement also provided for the replacement of one-month LIBOR for one-month Term SOFR, plus a 0.10 % adjustment.

In connection with the July 2022 Credit Agreement, the Company incurred approximately $ 1.4 million in costs which are being deferred and amortized through the maturity date of the unsecured credit facility.

The unamortized fees will continue to be deferred and amortized through the

maturity date.

Other than the increase in the borrowing commitments and the interest rate provisions described above, the material terms of the unsecured credit facility remain unchanged.

On July 26, 2022, the Company entered into (i) an unsecured term loan agreement with Wells Fargo Bank, National Association and the other lenders party thereto, providing for a new senior unsecured term loan in the original principal amount of $ 187.5 million (“Unsecured Term Loan H”) and (ii) an unsecured term loan agreement with Bank of America, N.A., and the other lenders party thereto, providing for a new senior unsecured term loan in the original principal amount of $ 187.5 million (“Unsecured Term Loan I”).

In connection with the new unsecured term loans, the $150.0 million Unsecured Term Loan D and the $175.0 million Unsecured Term Loan E were repaid in full.

Each of the Unsecured Term Loan H and the Unsecured Term Loan I bears a current annual interest rate of one-month Term SOFR, plus a 0.10 % adjustment and a spread of 0.85 % based on the Company’s debt rating and leverage ratio (as defined in the applicable loan agreement), and matures on January 25, 2028.

In connection with the new unsecured term loans, the Company incurred approximately $ 1.2 million in costs which are being deferred and amortized through the maturity dates on the unsecured term loans.

The Company also recognized debt extinguishment and modification expenses of approximately $ 0.8 million related to unamortized deferred financing fees and debt issuance costs related to the Unsecured Term Loan D and the Unsecured Term Loan E and other third-party costs.

On April 28, 2022, the Company entered into a note purchase agreement (the “April 2022 NPA”) for the private placement by the Operating Partnership of $ 400.0 million senior unsecured notes (the “Series K Unsecured Notes”) maturing June 28, 2032, with a fixed annual interest rate of 4.12 %.

The April 2022 NPA contains a number of financial covenants substantially similar to the financial covenants contained in the Company’s unsecured credit facility and other unsecured notes, plus a financial covenant that requires the Company to maintain a minimum interest coverage ratio of not less than 1.50 :1.00.

The Operating Partnership issued the Series K Unsecured Notes on June 28, 2022.

The Company and certain wholly owned subsidiaries of the Operating Partnership are guarantors of the Series K Unsecured Notes.

Financial Covenant Considerations

7 unchanged sentences

The Company was in compliance with all such applicable restrictions and financial and other covenants as of December 31, 2024 and 2023 related to its unsecured credit facility, unsecured term loans, and unsecured notes.

In the event of a default under the unsecured credit facility or the unsecured term loans, the Company’s dividend distributions are limited to the minimum amount necessary for the Company to maintain its status as a REIT.

Each of the Company’s mortgage notes has specific properties and assignments of rents and leases that are collateral for these loans.

The real estate net book value of the properties that are collateral for the Company’s debt arrangements was approximately $ 7.5 million and $ 14.8 million at December 31, 2023 and 2022, respectively, and is limited to senior, property-level secured debt financing arrangements.

In the event of a default under

the unsecured credit facility or the unsecured term loans, the Company’s dividend distributions are limited to the minimum amount necessary for the Company to maintain its status as a REIT.

The mortgage note held by the Company has a specific property and an assignment of rents and leases that are collateral for the loan.

The real estate net book value of the property that is collateral for the Company’s debt arrangements was approximately $ 7.3 million and $ 7.5 million at December 31, 2024 and 2023, respectively, and is limited to senior, property-level secured debt financing arrangement.

Fair Value of Debt

6 unchanged sentences

Unsecured notes 1,600,000 1,490,667 1,200,000 1,074,003

Mortgage notes 4,537 3,535 8,040 6,855

Mortgage note 4,322 3,366 4,537 3,535

Total principal amount 3,038,322 $ 2,928,033 2,631,537 $ 2,504,538

13 unchanged sentences

The principal objective of such arrangements is to minimize the risks and related costs associated with the Company’s operating and financial structure.

During the year ended December 31, 2024, the Company entered into four interest rate swaps with an aggregate notional value of $ 200.0 million which fix Daily SOFR at 3.98 % effective January 15, 2025 and mature on March 25, 2027, and were designated as cash flow hedges.

As of December 31, 2024, the Company had 21 interest rate swaps outstanding, all of which are used to hedge the variable cash flows associated with unsecured loans.

All of the Company’s interest rate swaps convert the related loans’ Term SOFR components to effectively fixed interest rates, and the Company has concluded that each of the hedging relationships are highly effective.

The following table summarizes the fair value of the interest rate swaps outstanding as of December 31, 2023 and 2022.

Balance Sheet Line Item (in thousands) Notional Amount December 31, 2023 Fair Value December 31, 2023 Notional Amount December 31, 2022 Fair Value December 31, 2022

All of the Company’s interest rate swaps convert the related loans’ Term SOFR or Daily SOFR components, as applicable, to effectively fixed interest rates, and the Company has concluded that each of the hedging relationships are highly effective.

The following table summarizes the fair value of the interest rate swaps as of December 31, 2024 and December 31, 2023.

Balance Sheet Line Item (in thousands) Effective Notional Amount December 31, 2024 Fair Value December 31, 2024 Effective Notional Amount December 31, 2023 Fair Value December 31, 2023

Interest rate swaps-Asset $ 1,025,000 $ 36,466 $ 1,025,000 $ 50,418

Interest rate swaps-Liability $ — $ — $ — $ —

Cash Flow Hedges of Interest Rate Risk

2 unchanged sentences

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified to interest expense in the same periods during which the hedged transaction affects earnings.

Amounts reported in accumulated other comprehensive income (loss) related to derivatives designated as qualifying cash flow hedges will be reclassified to interest expense as interest payments are made on the Company’s variable rate debt.

The Company estimates that approximately $ 29.6 million will be reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense over the next 12 months.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income and subsequently reclassified to interest expense in the same periods during which the hedged transaction affects earnings.

Amounts reported in accumulated other comprehensive income related to derivatives designated as qualifying cash flow hedges will be reclassified to interest expense as interest payments are made on the Company’s variable rate debt.

The Company estimates that approximately $ 20.5 million will be reclassified from accumulated other comprehensive income as a decrease to interest expense over the next 12 months.

The following table summarizes the effect of cash flow hedge accounting and the location of the amounts related to the Company’s derivatives in the consolidated financial statements for the years ended December 31, 2024, 2023 and 2022.

1 unchanged sentence

Effect of Cash Flow Hedge Accounting (in thousands) 2024 2023 2022

Income recognized in accumulated other comprehensive income (loss) on interest rate swaps $ 12,333 $ 85,726 $ 12,520

Income (loss) reclassified from accumulated other comprehensive income (loss) into income as interest expense $ 34,107 $ 1,640 $ ( 16,336 )

Income recognized in accumulated other comprehensive income on interest rate swaps $ 21,854 $ 12,333 $ 85,726

Income reclassified from accumulated other comprehensive income into income as interest expense $ 35,773 $ 34,107 $ 1,640

Total interest expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 113,169 $ 94,575 $ 78,018

2 unchanged sentences

As of December 31, 2024, the Company had not breached the provisions of these agreements and had not posted any collateral related to these agreements.

If the Company had breached any of these provisions, it would be required to settle its obligations under the agreements at their termination value.

Fair Value of Interest Rate Swaps

4 unchanged sentences

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

In adjusting the fair value of its derivative

contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company or its counterparties.

4 unchanged sentences

Balance Sheet Line Item (in thousands) Fair Value December 31, 2024 Level 1 Level 2 Level 3

Interest rate swaps-Asset $ 50,418 $ — $ 50,418 $ —

Interest rate swaps-gross asset $ 36,466 $ — $ 36,466 $ —

Fair Value Measurements as of December 31, 2023 Using

Balance Sheet Line Item (in thousands) Fair Value December 31, 2023 Level 1 Level 2 Level 3

Interest rate swaps-Asset $ 72,223 $ — $ 72,223 $ —

Interest rate swaps-gross asset $ 50,418 $ — $ 50,418 $ —

Preferred Stock

1 unchanged sentence

As of December 31, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

On March 1, 2021, the Company gave notice to redeem all 3,000,000 issued and outstanding shares of the Series C Preferred Stock on March 31, 2021.

The Company redeemed the Series C Preferred Stock on March 31, 2021 at a cash redemption price of $ 25.00 per share, plus accrued and unpaid dividends to, but excluding, the redemption date.

The Company recognized a deemed dividend to the holders of the Series C Preferred Stock of approximately $ 2.6 million on the accompanying Consolidated Statements of Operations for the year ended December 31, 2021 related to redemption costs and the original issuance costs of the Series C Preferred Stock.

The Company is authorized to issue up to 300,000,000 shares of common stock, par value $ 0.01 per share.

2 unchanged sentences

2022 $750 million ATM February 17, 2022 $ 750,000 $ 510,513

The following tables summarize the activity for the ATM common stock offering program during the years ended December 31, 2023 and 2022 (in thousands, except share data).

The following table summarizes the activity for the ATM common stock offering program during the year ended December 31, 2023 (in thousands, except share data).

There was no activity for the ATM common stock offering program during the year ended December 31, 2024, except for the shares sold on a forward basis, as discussed below.

Year ended December 31, 2023

5 unchanged sentences

(1) Excludes shares sold on a forward basis under the ATM common stock offering program during the year ended December 31, 2023, which are discussed below.

Year ended December 31, 2022

ATM Common Stock Offering Program Shares

Sold Weighted Average Price Per Share Net Proceeds (in thousands)

2019 $600 million ATM (1)

The following table summarizes the activity for shares sold on a forward basis (including under the ATM common stock offering program) and settled during the years ended December 31, 2024, 2023, and 2022.

The Company initially does not receive any proceeds from the sales of such shares on a forward basis.

The Company may fully physically settle the applicable forward sale agreements on one or more dates prior to the respective scheduled maturity dates, at which point the Company would receive the proceeds net of certain costs;

provided, however, the Company may elect to cash settle or net share settle such forward sale agreements at any time through the respective scheduled maturity dates.

Forward Sale Agreements Shares Gross Sales Proceeds

(in thousands)

Weighted Average Gross Sales Price Per Share

Weighted Average Net Sales Price Per Share

Sales Commissions Per Share (1)

Net Proceeds Received Per Share (2)

Forward Sale Agreements Outstanding at December 31, 2021 1,200,000 $ 50,243

Forward sale agreements settled (3)

( 1,200,000 ) ( 50,243 ) $ 41.39

Total/weighted average 128,335 $ 45.03 $ 5,721

(1) This program ended during the quarter ended March 31, 2022.

Excludes shares sold on a forward basis under the ATM common stock offering program during the year ended December 31, 2022, which are discussed below.

Subsequent to December 31, 2023, on January 9, 2024, the Company sold 567,112 shares on a forward basis under the ATM common stock offering program at a sale price of $ 38.8818 per share (an aggregate of approximately $ 22.1 million gross sale price), or $ 38.5058 per share net of commissions.

The Company did not receive any proceeds from the sale of such shares on a forward basis.

The Company expects to fully physically settle the applicable forward sale agreement on one or more dates prior to the scheduled maturity date of January 9, 2025, at which point we would receive the proceeds net of certain costs;

however, the Company may elect to cash settle or net share settle such forward sale agreement at any time through the scheduled maturity date.

On December 14, 2023, the Company sold 1,100,000 shares on a forward basis under the ATM common stock offering program at a sale price of $ 38.00 per share (an aggregate of $ 41.8 million gross sale price), or $ 37.62 per share net of commissions.

The Company did not receive any proceeds from the sale of such shares on a forward basis.

The Company expects to fully physically settle the applicable forward sale agreement on one or more dates prior to the scheduled maturity date of December 14, 2024, at which point we would receive the proceeds net of certain costs;

provided, however, the Company may elect to cash settle or net share settle such forward sale agreement at any time through the scheduled maturity date.

On June 16, 2023, the Company sold 992,295 shares on a forward basis under the ATM common stock offering program at a weighted average sale price of $ 36.5319 per share (an aggregate of approximately $ 36.3 million gross sale price), or $ 36.1820 per share net of commissions.

The Company did not initially receive any proceeds from the sale of such shares on a forward basis.

On July 27, 2023, the Company physically settled in full the forward sales agreements by issuing 992,295 shares of common stock for net proceeds of approximately $ 35.9 million, or $ 36.2046 per share.

On May 5, 2023, the Company sold 725,698 shares on a forward basis under the ATM common stock offering program at a sale price of $ 35.0458 per share (an aggregate of approximately $ 25.4 million gross sale price), or $ 34.6953 per share net of commissions.

The Company did not initially receive any proceeds from the sale of such shares on a forward basis.

On July 27, 2023, the Company physically settled in full the forward sales agreements by issuing 725,698 shares of common stock for net proceeds of approximately $ 25.2 million, or $ 34.7714 per share.

On November 3, 2021, the Company completed an underwritten public offering of an aggregate of 8,000,000 shares of common stock at a price to the underwriters of $ 41.99 per share, consisting of (i) 5,250,000 shares offered directly by the Company and (ii) 2,750,000 shares offered by the forward dealer in connection with certain forward sales agreements.

The offering closed on November 8, 2021 and the Company received net proceeds from the sale of shares offered directly by the Company of approximately $ 220.4 million.

On December 1, 2021, the underwriters exercised their option to purchase an additional 1,200,000 offered by the forward dealer in connection with certain forward sales agreements for an offering price of $ 41.87 per share and the underwriters’ option closed on December 3, 2021.

On December 27, 2021, the Company partially physically settled the forward sales agreement by issuing 2,750,000 shares of common stock and received net proceeds of approximately $ 115.0 million.

On March 29, 2022, the Company physically settled in full the forward sales agreement by issuing 1,200,000 shares of common stock for net proceeds of approximately $ 49.7 million, or $ 41.39 per share.

On April 5, 2021, the Company sold 1,446,760 shares on a forward basis under the ATM common stock offering program at a price of $ 34.56 per share, or $ 50.0 million, and $ 34.2144 per share net of sales agent fees.

The Company does not initially receive any proceeds from the sale of shares on a forward basis.

On September 29, 2021, the Company physically settled in full the forward sales agreements under the ATM common stock offering program by issuing 1,446,760 shares of common stock and received net proceeds of approximately $ 48.4 million, or $ 33.4585 per share.

On September 29, 2021, the Company physically settled in full the forward sales agreements completed on November 16, 2020 by issuing the remaining 4,681,923 shares of common stock and received net proceeds of approximately $ 133.8 million, or $ 28.5791 per share.

Forward Sale Agreements Outstanding at December 31, 2022 — —

New forward sale agreements 2,817,993 103,483 $ 36.72 $ 36.36 $ 0.36

Forward sale agreements settled (3)

( 1,717,993 ) ( 61,683 ) $ 35.60

Forward Sale Agreements Outstanding at December 31, 2023 1,100,000 41,800

New forward sale agreements 3,208,008 127,150 $ 39.64 $ 39.23 $ 0.41

Forward sale agreements settled (3)

( 4,308,008 ) ( 168,950 ) $ 38.93

Forward Sale Agreements Outstanding at December 31, 2024 — $ —

(1) Upon a forward sale, the equity distribution agent typically earns a sales commission of 1% of the gross sales price.

(2) Reflects amount the Company received per share upon settlement of the forward sale.

From a forward sale until its settlement, the net proceeds (that is, gross sales proceeds net the sales commission) increase by an interest rate factor, a portion of which is retained by the equity distribution agent.

(3) The Company physically settled outstanding forward equity sale agreements by issuing shares of common stock in exchange for net proceeds of approximately $ 167.7 million, $ 61.2 million, and $ 49.7 million, for the years ended December 31, 2024, 2023, and 2022, respectively.

Restricted Stock-Based Compensation

27 unchanged sentences

Noncontrolling Interest

The following table summarizes the activity for noncontrolling interest in the Company during the years ended December 31, 2023, 2022 and 2021.

Noncontrolling Interest LTIP Units Other

Noncontrolling Interest in the Operating Partnership

The following table summarizes the activity for noncontrolling interest in the Operating Partnership during the years ended December 31, 2024, 2023 and 2022.

Noncontrolling Interest in the Operating Partnership LTIP Units Other

Common Units Total

24 unchanged sentences

LTIP units granted in January 2024, 2023, and 2022 to independent directors, subject to the recipient’s continued service, will vest on January 1, 2025, 2024, and 2023, respectively.

Refer to Note 8 for a discussion of the LTIP units granted in January 2024, 2023, and 2022, pursuant to the 2021, 2020, and 2019 performance units, respectively.

On July 1, 2024, the Company’s board of directors appointed Vicki Lundy Wilbon to serve as director of the Company.

The Company granted LTIP units under the 2011 Plan to Ms.

Wilbon on July 1, 2024, which, subject to Ms.

Wilbon’s continued service, will vest on January 1, 2025.

On March 13, 2023, the Company executed an employment agreement with Steven T.

3 unchanged sentences

Kimball’s continued employment.

On August 17, 2021, the Company and David G.

King, the Company’s Executive Vice President and Director of Real Estate Operations, agreed that Mr.

King’s employment with the Company would terminate effective September 17, 2021.

Pursuant to the terms and conditions of the executive employment agreement and the several LTIP unit agreements and performance award agreements between the Company and Mr.

King received a severance package from the Company, including a lump sum cash payment, the continuation of certain insurance benefits, immediate vesting of outstanding LTIP units and eligibility to receive a pro-rated award payment for outstanding performance units.

Accordingly, the Company accelerated the expense recognition of Mr.

King's unvested LTIP units in the amount of approximately $ 0.5 million, which is included in general and administrative expenses for the year ended December 31, 2021 on the accompanying Consolidated Statements of Operations.

Additionally, the unrecognized compensation expense associated with Mr.

King’s performance units will not be recognized.

The Company also incurred approximately $ 1.6 million related to the lump sum cash payment and continuation of certain insurance benefits, which is included in general and administrative expenses during the year ended December 31, 2021 on the accompanying Consolidated Statements of Operations.

On October 15, 2021, Mr.

King received 57,100 shares of common stock for his pro-rated award payment for outstanding performance units.

Refer to Note 8 for a discussion of the LTIP units granted in January 2025, 2024, and 2023, pursuant to the 2022, 2021, and 2020 performance units, respectively.

The fair value of the LTIP units at the date of grant was determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation.

3 unchanged sentences

LTIP Units Assumptions

Grant date March 31, 2023 January 11, 2023 January 10, 2022 January 7, 2021

Grant date July 1, 2024 January 8, 2024 March 31, 2023 January 11, 2023 January 10, 2022

Expected term (years) 10 10 10 10 10

6 unchanged sentences

The expected stock price volatility is based on a mix of the historical and implied volatilities of the Company and certain peer group comp anies.

The expected dividend yield is based on the Company’s average historical dividend yield and the dividend

yield as of the valuation date for each award.

The expected dividend yield is based on the Company’s average historical dividend yield and the dividend yield as of the valuation date for each award.

The risk-free interest rate is based on U.S.

21 unchanged sentences

Fair value of vested LTIP units (in thousands) $ 14,440 $ 9,507 $ 21,662

Noncontrolling Interest in Joint Ventures

On December 13, 2024, the Company formed a joint venture with a third party that is primarily engaged in the development and eventual operation of industrial real estate properties located in Concord, North Carolina.

At December 31, 2024, the Company held a 90 % interest and the third party held the remaining 10 % interest in the joint venture.

The third party equity interest in the joint venture, totaling approximately $ 0.9 million at December 31, 2024, is included in noncontrolling interest in joint ventures on the accompanying Consolidated Balance Sheets.

At December 31, 2024, the Company held a 95 % interest and the third party held the remaining 5 % interest in the joint venture.

The third party equity interest in the joint venture, totaling approximately $ 0.7 million at December 31, 2024, is included in noncontrolling interest in joint ventures on the accompanying Consolidated Balance Sheets.

Other Common Units

13 unchanged sentences

A recipient of performance units may receive as few as zero shares or as many as 250 % of the number of target units, plus deemed dividends.

For the performance units granted in 2021 and 2022, at the end of the measuring period the performance units convert into common stock or LTIP units at a rate depending on the Company’s TSR over the measuring period as compared to three different benchmarks and on the absolute amount of the Company’s TSR.

For the performance units granted in 2022, at the end of the measuring period the performance units convert into common stock or LTIP units at a rate depending on the Company’s TSR over the measuring period as compared to three different benchmarks and on the absolute amount of the Company’s TSR.

The target amount of the performance units is nominally allocated as:

2 unchanged sentences

and (iii) 50 % to the Company’s TSR compared to the TSR of the companies in the MSCI US REIT index.

For the performance units granted in 2023, at the end of the measuring period the performance units convert into common stock or LTIP units at a rate depending on the Company’s TSR over the measuring period as compared to two different benchmarks and on the absolute amount of the Company’s TSR.

For the performance units granted in 2024 and 2023, at the end of the measuring period the performance units convert into common stock or LTIP units at a rate depending on the Company’s TSR over the measuring period as compared to two different benchmarks and on the absolute amount of the Company’s TSR.

The target amount of the performance units is nominally allocated as follows:

16 unchanged sentences

Performance Units Assumptions

Grant date March 31, 2023 January 11, 2023 January 10, 2022 January 7, 2021

Grant date January 8, 2024 March 31, 2023 January 11, 2023 January 10, 2022

Expected stock price volatility 24.5 % 25.4 % 37.4 % 34.1 %

27 unchanged sentences

Total non-cash compensation expense $ 11,727 $ 11,467 $ 12,026

(1) Inclusive of approximately $ 0.5 million non-cash compensation expense during the year ended December 31, 2021 associated with the severance cost of an executive officer, as discussed in Note 7.

(1) All of the Company’s independent directors elected to receive shares of common stock in lieu of cash for their service during the years ended December 31, 2024, 2023 and 2022.

11 unchanged sentences

Straight-line rental income 14,612 16,894 17,893

Net increase (decrease) to rental income related to above and below market lease amortization 865 329 ( 2,073 )

Net increase to rental income related to above and below market lease amortization 579 865 329

Total rental income $ 762,892 $ 705,160 $ 654,377

49 unchanged sentences

Share-based compensation 244 332 187

Shares issuable under forward sales agreements 2 — 8

Shares issuable under forward sale agreements — 2 —

Weighted average common shares outstanding — diluted 182,404 180,555 178,940

10 unchanged sentences

Effective April 20, 2011, the Company adopted a 401(k) Defined Contribution Savings Plan (the “Plan”) for its employees.

Under the Plan, as amended, employees, as defined, are eligible to participate in the Plan after they have completed three

months of service.

Under the Plan, as amended, employees, as defined, are eligible to participate in the Plan after they have completed three months of service.

The Company provides a discretionary match of 50 % of the employee’s contributions annually up to 6.0 % of the employee’s annual compensation, subject to a cap imposed by federal tax law.

7 unchanged sentences

On January 7, 2025, the Company granted 38,120 LTIP units to non-employee, independent directors and 115,881 LTIP units to certain executive officers and senior employees pursuant to the 2011 Plan.

The LTIP units granted to non-employee, independent directors will vest on January 1, 2025.

The LTIP units granted to non-employee, independent directors will vest in equal quarterly installments over one year, with the first vesting date being March 31, 2025.

The LTIP units granted to certain executive officers and senior employees will vest in equal quarterly installments over four years , with the first vesting date being March 31, 2025.

The aggregate fair value of the LTIP units at the date of grant was approximately $ 4.6 million, as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using an expected term of ten years , a weighted average volatility factor of 25.0 %, a weighted average expected dividend yield of 4.0 %, and a weighted average risk-free interest rate of 4.11 %.

The aggregate fair value of the LTIP units at the date of grant was approximately $ 4.8 million, as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using an expected term of 10 years, a weighted average volatility factor of 25.0 %, a weighted average expected dividend yield of 4.0 %, and a weighted average risk-free interest rate of 4.33 %.

The fair value of the LTIP units is based on Level 3 inputs and is a non-recurring fair value measurement.

26 unchanged sentences

Ray Road — 7,930 1,277 311 8,241 1,277 9,518 ( 1,150 ) 2020

Phoenix 4455 West Magnolia Street — 11,060 1,962 — 11,060 1,962 13,022 ( 55 ) 2024

Tucson 6161 South Palo Verde Road — 7,656 996 157 7,813 996 8,809 ( 1,490 ) 2018

19 unchanged sentences

Sacramento 900 National Drive — 7,560 1,479 — 7,560 1,479 9,039 ( 776 ) 2021

Sacramento 5961 Outfall Circle — 11,026 1,914 — 11,026 1,914 12,940 ( 164 ) 2023

Initial Cost to STAG Industrial, Inc.

4 unchanged sentences

Year Acquired

Sacramento 5961 Outfall Circle — 11,026 1,914 — 11,026 1,914 12,940 ( 557 ) 2023

Sacramento 7728 Wilbur Way — 9,171 857 — 9,171 857 10,028 ( 1,556 ) 2019

3 unchanged sentences

Stockton 3843 Gold River Lane — 4,129 660 — 4,129 660 4,789 ( 531 ) 2020

West Sacramento 2975 Oates Street — 7,631 1,475 — 7,631 1,475 9,106 ( 23 ) 2024

West Sacramento 3525 Carlin Drive — 24,581 4,350 9,538 34,119 4,350 38,469 ( 1,704 ) 2021

13 unchanged sentences

Fort Myers 16341 Domestic Avenue — 22,005 2,729 — 22,005 2,729 24,734 ( 2,610 ) 2020

Gibsonton 6400-6280 Powell Road Powell 200 — — 4,143 — — 4,143 4,143 — 2023

Gibsonton 1283 US Highway 41S Powell 100 — 6,831 5,429 — 6,831 5,429 12,260 — 2023

Gibsonton 6400-6280 Powell Road — — 4,143 18,495 18,495 4,143 22,638 — 2023

Gibsonton 1283 US Highway 41S — — 5,429 20,480 20,480 5,429 25,909 — 2023

Jacksonville 775 Whittaker Road — 3,391 451 415 3,806 451 4,257 ( 1,034 ) 2017

11 unchanged sentences

West Palm Beach 4268 Westroads Drive — 6,835 2,906 600 7,435 2,906 10,341 ( 991 ) 2020

Atlanta 4200 SW Shirley Drive — 8,382 1,679 3,795 12,177 1,679 13,856 ( 431 ) 2022

Augusta 1816 Tobacco Road — 6,249 937 — 6,249 937 7,186 ( 1,288 ) 2018

Initial Cost to STAG Industrial, Inc.

4 unchanged sentences

Year Acquired

Atlanta 4200 SW Shirley Drive — 8,382 1,679 3,806 12,188 1,679 13,867 ( 939 ) 2022

Augusta 1816 Tobacco Road — 6,249 937 90 6,339 937 7,276 ( 1,457 ) 2018

Buford 4823 Roy Carlson Boulevard — 9,195 1,061 938 10,133 1,061 11,194 ( 942 ) 2021

3 unchanged sentences

Forest Park 5345 Old Dixie Highway — 8,189 1,715 3,683 11,872 1,715 13,587 ( 2,761 ) 2016

LaGrange 614 Pegasus Parkway — 26,546 3,021 — 26,546 3,021 29,567 ( 296 ) 2024

Lithonia 1995 Lithonia Industrial Boulevard — 18,052 943 301 18,353 943 19,296 ( 1,518 ) 2022

6 unchanged sentences

Idaho Falls 3900 South American Way — 2,712 356 140 2,852 356 3,208 ( 922 ) 2013

Aurora 2520 Diehl Road — 8,304 1,848 — 8,304 1,848 10,152 ( 24 ) 2024

Bartlett 1590 W.

3 unchanged sentences

Batavia 1100 Paramount Parkway — 4,238 618 677 4,915 618 5,533 ( 1,083 ) 2017

Belvidere 775 Logistics Drive — 16,914 2,341 31 16,945 2,341 19,286 ( 3,951 ) 2017

Belvidere 888 Landmark Drive — 6,824 670 78 6,902 670 7,572 ( 2,041 ) 2013

Belvidere 888 Landmark Drive — 6,824 670 78 6,902 670 7,572 ( 1,864 ) 2013

Belvidere 3905 & 3925 Morreim Drive — 4,291 668 31 4,322 668 4,990 ( 1,309 ) 2013

2 unchanged sentences

Belvidere 984 Landmark Drive — 71 216 — 71 216 287 ( 71 ) 2013

Carol Stream 494 Lies Road East — 6,536 959 — 6,536 959 7,495 ( 18 ) 2024

Cary 680 Industrial Drive — 3,312 498 85 3,397 498 3,895 ( 427 ) 2020

1 unchanged sentence

Crystal Lake 220 Exchange Drive — 8,455 1,343 90 8,545 1,343 9,888 ( 1,007 ) 2021

Crystal Lake 450 Congress Parkway — 8,860 1,456 8 8,868 1,456 10,324 ( 791 ) 2021

Crystal Lake 300 Exchange Drive — 9,742 1,568 — 9,742 1,568 11,310 ( 1,167 ) 2021

Crystal Lake 450 Congress Parkway — 8,791 1,456 112 8,903 1,456 10,359 ( 1,048 ) 2021

Elgin 1360 Madeline Lane — 19,754 1,135 131 19,885 1,135 21,020 ( 1,819 ) 2021

1 unchanged sentence

Elgin 1690 Cambridge Drive — 3,332 270 188 3,520 270 3,790 ( 337 ) 2021

Elgin 200-220 Corporate Drive — 7,627 1,130 28 — 7,655 1,130 8,785 ( 157 ) 2024

Elgin 300-330 Corporate Drive — 11,662 1,302 11 11,673 1,302 12,975 ( 229 ) 2024

Elgin 305-325 Corporate Drive — 30,082 2,954 165 30,247 2,954 33,201 ( 599 ) 2024

Elgin 350-370 River Ridge Drive — 13,418 1,528 85 13,503 1,528 15,031 ( 254 ) 2024

Elgin 1575-1595 Highpoint Drive — 5,470 945 187 5,657 945 6,602 ( 119 ) 2024

Elmhurst 934 North Church Road — 6,255 874 1,212 7,467 874 8,341 ( 586 ) 2022

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2024

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Gurnee 3818 Grandville Avenue & 1200 Northwestern Avenue — 11,231 1,716 1,272 12,503 1,716 14,219 ( 3,758 ) 2014

6 unchanged sentences

Itasca 1800 Bruning Drive — 12,216 2,428 1,251 13,467 2,428 15,895 ( 4,111 ) 2016

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2023

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Lisle 4925 Indiana Avenue — 8,368 2,302 — 8,368 2,302 10,670 ( 1,605 ) 2019

4 unchanged sentences

Montgomery 2001 Baseline Road — 12,373 2,190 4,730 17,103 2,190 19,293 ( 5,473 ) 2012

New Lenox 2101-2105 West Haven Avenue — 16,488 1,552 — 16,488 1,552 18,040 ( 42 ) 2024

New Lenox 2200 West Haven Avenue — 10,555 2,450 — 10,555 2,450 13,005 ( 34 ) 2024

New Lenox 2201 West Haven Avenue — 13,753 1,395 — 13,753 1,395 15,148 ( 34 ) 2024

Saint Charles 3810-3820 Stern Avenue — 7,028 1,321 606 7,634 1,321 8,955 ( 746 ) 2021

13 unchanged sentences

Wood Dale 321 Forster Avenue — 4,982 1,226 823 5,805 1,226 7,031 ( 1,240 ) 2016

Albion 600 South 7th Street — 407 53 — 407 53 460 ( 322 ) 2006

Elkhart 2701 Marina Drive — 210 25 143 353 25 378 ( 158 ) 2007

7 unchanged sentences

Jeffersonville 101 Jacobs Way — 35,174 2,891 1,255 36,429 2,891 39,320 ( 2,768 ) 2022

Jeffersonville 250 Hilton Drive — 42,618 2,778 — 42,618 2,778 45,396 ( 1,217 ) 2024

Lafayette 1520 Kepner Drive — 2,205 295 65 2,270 295 2,565 ( 744 ) 2012

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2024

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Lafayette 1540-1530 Kepner Drive — 3,405 410 372 3,777 410 4,187 ( 1,243 ) 2012

11 unchanged sentences

Yoder 2909 Pleasant Center Road — 24,504 941 665 25,169 941 26,110 ( 4,720 ) 2020

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2023

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Ankeny 5910 Southeast Rio Circle — 13,709 846 159 13,868 846 14,714 ( 2,237 ) 2019

25 unchanged sentences

Gardiner 47 Market Street — 8,983 948 23 9,006 948 9,954 ( 2,895 ) 2016

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2024

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Lewiston 19 Mollison Way — 5,374 173 1,064 6,438 173 6,611 ( 2,807 ) 2007

8 unchanged sentences

Massachusetts

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2023

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Chicopee 2189 Westover Road — 5,614 504 3,114 8,728 504 9,232 ( 1,993 ) 2012

Andover 7 Connector Road — 9,744 2,238 9 9,753 2,238 11,991 ( 111 ) 2024

Hudson 4 Robert Bonazzoli Avenue — 12,628 723 414 13,042 723 13,765 ( 1,255 ) 2021

Lawrence 91 Glenn Street — 14,945 3,287 12 14,957 3,287 18,244 ( 158 ) 2024

Malden 219 Medford Street — 2,817 366 — 2,817 366 3,183 ( 1,269 ) 2007

7 unchanged sentences

Westborough 35 Otis Street — 5,733 661 23 5,756 661 6,417 ( 1,384 ) 2016

Wilmington 353 Middlesex Avenue — 9,424 1,158 — 9,424 1,158 10,582 ( 91 ) 2024

Woburn 180 New Boston Street — 14,836 2,123 — 14,836 2,123 16,959 ( 154 ) 2024

Woburn 41 Atlantic Avenue — 7,502 2,265 — 7,502 2,265 9,767 ( 85 ) 2024

Belleville 8200 Haggerty Road — 6,484 724 616 7,100 724 7,824 ( 1,682 ) 2017

17 unchanged sentences

Lansing 7009 West Mount Hope Highway — 7,706 501 7,357 15,063 501 15,564 ( 4,956 ) 2011

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2024

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Lansing 2780 Sanders Road — 3,961 580 460 4,421 580 5,001 ( 1,337 ) 2012

12 unchanged sentences

Sterling Heights 42600 Merrill Street — 4,191 1,133 1,469 5,660 1,133 6,793 ( 1,914 ) 2012

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2023

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Walker 2640 Northridge Drive — 4,593 855 1,127 5,720 855 6,575 ( 1,758 ) 2011

9 unchanged sentences

Brooklyn Park 6688 93rd Avenue North — 11,988 1,926 — 11,988 1,926 13,914 ( 3,067 ) 2016

Brooklyn Park 9400 Decatur Drive — 18,133 2,051 — 18,133 2,051 20,184 ( 143 ) 2024

Carlos 4750 County Road 13 NE — 4,183 960 1,438 5,621 960 6,581 ( 1,866 ) 2011

1 unchanged sentence

Inver Grove Height 8450 Courthouse Boulevard — 6,964 2,595 — 6,964 2,595 9,559 ( 850 ) 2021

Lakeville 21601 Galway Lane — 31,841 5,405 — 31,841 5,405 37,246 ( 313 ) 2024

Maple Grove 6250 Sycamore Lane North — 6,634 969 786 7,420 969 8,389 ( 1,862 ) 2017

Maple Grove 8175 Jefferson Highway — 10,397 2,327 156 10,553 2,327 12,880 ( 1,808 ) 2020

Mendota Heights 1312 Northland Drive — 10,743 1,497 — 10,743 1,497 12,240 ( 90 ) 2024

Mendota Heights 2250 Pilot Knob Road — 3,492 1,494 1,177 4,669 1,494 6,163 ( 1,388 ) 2018

6 unchanged sentences

Plymouth 6075 Trenton Lane North — 6,919 1,569 30 6,949 1,569 8,518 ( 1,335 ) 2019

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2024

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Savage 14399 Huntington Avenue — 3,836 3,194 1,253 5,089 3,194 8,283 ( 1,930 ) 2014

9 unchanged sentences

Kansas City 4001 North Norfleet Road — 48,342 4,239 — 48,342 4,239 52,581 ( 4,880 ) 2022

Kansas City 10410 NW Transcon Drive — 16,651 — — 16,651 — 16,651 ( 88 ) 2024

Kansas City 9900 NW Global Drive — 33,113 — — 33,113 — 33,113 ( 165 ) 2024

O'Fallon 6705 Keaton Corporate Parkway — 3,606 1,233 606 4,212 1,233 5,445 ( 1,207 ) 2017

2 unchanged sentences

La Vista 11720 Peel Circle — 14,679 1,232 165 14,844 1,232 16,076 ( 1,494 ) 2021

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2023

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Omaha 10488 S.

20 unchanged sentences

Franklin Township 17 & 20 Veronica Avenue — 8,264 2,272 1,555 9,819 2,272 12,091 ( 2,705 ) 2017

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2024

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Lumberton 101 Mount Holly Bypass — 6,372 1,121 456 6,828 1,121 7,949 ( 1,519 ) 2019

1 unchanged sentence

Moorestown 600 Glen Court — 4,749 510 189 4,938 510 5,448 ( 1,175 ) 2019

Moorestown 11 Twosome Drive — 9,490 1,230 — 9,490 1,230 10,720 ( 81 ) 2024

Laurel 103 Central Avenue — 6,672 616 1,006 7,678 616 8,294 ( 1,032 ) 2020

Pedricktown One Gateway Boulevard — 10,250 2,414 4,544 14,794 2,414 17,208 ( 2,674 ) 2017

Piscataway 100 New England Avenue — 17,096 7,566 144 17,240 7,566 24,806 ( 1,095 ) 2023

11 unchanged sentences

Johnstown 150 Enterprise Avenue — 1,440 140 36 1,476 140 1,616 ( 536 ) 2012

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2023

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Rochester 2883 Brighton Henrietta Townline Road — 6,964 619 1,034 7,998 619 8,617 ( 1,124 ) 2020

6 unchanged sentences

Charlotte 3115 Beam Road — 4,839 369 179 5,018 369 5,387 ( 738 ) 2020

Charlotte 12730 Virkler Drive — 10,650 1,522 — 10,650 1,522 12,172 ( 39 ) 2024

Durham 2702 Weck Drive — 2,589 753 258 2,847 753 3,600 ( 810 ) 2015

2 unchanged sentences

Greensboro 415 Westcliff Road — 6,383 691 208 6,591 691 7,282 ( 1,417 ) 2018

Huntersville 13201 Reese Boulevard Unit 100 — 3,123 1,061 980 4,103 1,061 5,164 ( 1,202 ) 2012

Huntersville 13201 Reese Boulevard — 3,123 1,061 980 4,103 1,061 5,164 ( 1,327 ) 2012

Lexington 200 Woodside Drive — 3,863 232 1,397 5,260 232 5,492 ( 1,929 ) 2011

8 unchanged sentences

Egerton Road — 2,359 523 324 2,683 523 3,206 ( 689 ) 2014

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2024

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Newton 1500 Prodelin Drive — 3,814 732 4,807 8,621 732 9,353 ( 2,609 ) 2011

10 unchanged sentences

Canal Winchester 6260-6300 Winchester Boulevard — 19,432 3,708 430 19,862 3,708 23,570 ( 2,372 ) 2021

Canal Winchester 6215-6275 Winchester Boulevard — 16,704 1,690 — 16,704 1,690 18,394 ( 315 ) 2024

Columbus 1605 Westbelt Drive — 5,125 337 1,114 6,239 337 6,576 ( 1,285 ) 2017

5 unchanged sentences

Fairborn 1340 E Dayton Yellow Springs Road — 5,569 867 402 5,971 867 6,838 ( 2,035 ) 2015

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2023

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Fairfield 4275 Thunderbird Lane — 2,788 948 1,175 3,963 948 4,911 ( 1,204 ) 2016

11 unchanged sentences

Salem 800 Pennsylvania Avenue — 6,849 858 2,297 9,146 858 10,004 ( 3,842 ) 2006

Seville 276 West Greenwich Road — 1,591 273 212 1,803 273 2,076 ( 629 ) 2011

Streetsboro 9777 Mopar Drive — 4,909 2,161 1,157 6,066 2,161 8,227 ( 2,037 ) 2011

5 unchanged sentences

West Chester 9696 International Boulevard — 8,580 936 — 8,580 936 9,516 ( 2,051 ) 2016

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2024

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

West Chester 8778-8910 Le Saint Drive — 42,704 1,565 109 42,813 1,565 44,378 ( 1,154 ) 2024

West Jefferson 1550 West Main Street — 70,213 2,015 75 70,288 2,015 72,303 ( 13,218 ) 2019

8 unchanged sentences

Salem 4050 Fairview Industrial Drive — 1,372 266 562 1,934 266 2,200 ( 728 ) 2011

Sherwood 20707 SW Wildrose Place — 14,014 1,315 — 14,014 1,315 15,329 ( 325 ) 2024

Wilsonville 9400 SW Barber Street — 10,142 696 243 10,385 696 11,081 ( 714 ) 2022

1 unchanged sentence

Allentown 6690 Grant Way — 11,721 1,535 66 11,787 1,535 13,322 ( 495 ) 2023

Allentown 7072 Snowdrift Road — 7,008 1,088 — 7,008 1,088 8,096 ( 121 ) 2023

Allentown 7132 Daniels Drive — 7,199 1,962 2,130 9,329 1,962 11,291 ( 3,080 ) 2014

3 unchanged sentences

Clinton 2251 Sweeney Drive — 12,390 — — 12,390 — 12,390 ( 2,440 ) 2018

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2023

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Clinton 2400 Sweeney Drive Extension — 16,840 — 2,920 19,760 — 19,760 ( 3,396 ) 2018

18 unchanged sentences

Mechanicsburg 245 Salem Church Road — 7,977 1,452 905 8,882 1,452 10,334 ( 2,616 ) 2014

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2024

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Muhlenberg Township 171-173 Tuckerton Road — 13,784 843 3,153 16,937 843 17,780 ( 5,290 ) 2012

19 unchanged sentences

Fountain Inn 141 Southchase Boulevard — 13,511 1,878 9,027 22,538 1,878 24,416 ( 3,802 ) 2017

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2023

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Fountain Inn 111 Southchase Boulevard — 4,260 719 95 4,355 719 5,074 ( 1,324 ) 2016

18 unchanged sentences

Piedmont 100 Exchange Logistics Park Drive — 25,151 569 1,001 26,152 569 26,721 ( 2,267 ) 2022

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2024

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Piedmont 119 Matrix Parkway — 13,912 331 62 13,974 331 14,305 ( 1,241 ) 2022

20 unchanged sentences

West Columbia 842 Bistline Drive — 12,723 1,217 1,749 14,472 1,217 15,689 ( 1,775 ) 2021

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2023

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

West Columbia 222 Old Wire Road — 4,646 551 2,301 6,947 551 7,498 ( 2,660 ) 2016

10 unchanged sentences

Lebanon 675 Maddox-Simpson Parkway — 5,891 519 211 6,102 519 6,621 ( 582 ) 2021

Lebanon Maddox-Simpson Parkway — 430 549 — 430 549 979 — 2019

Loudon 1700 Elizabeth Lee Parkway — 3,686 170 2,137 5,823 170 5,993 ( 1,473 ) 2015

6 unchanged sentences

Jackson Parkway — 9,617 2,206 6 9,623 2,206 11,829 ( 881 ) 2022

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2024

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Murfreesboro 540 New Salem Road — 2,799 722 151 2,950 722 3,672 ( 1,081 ) 2014

19 unchanged sentences

El Paso 9494 Escobar Drive — 8,551 701 — 8,551 701 9,252 ( 666 ) 2022

El Paso 47 Butterfield Circle & 12 Leigh Fisher Boulevard — 3,000 — 1,832 4,832 — 4,832 ( 1,696 ) 2012

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2023

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

El Paso 47 Butterfield Circle — 3,000 — 1,831 4,831 — 4,831 ( 1,890 ) 2012

Garland 2901 W.

21 unchanged sentences

Mission 802 Trinity Street — 12,623 1,882 663 13,286 1,882 15,168 ( 2,829 ) 2018

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2024

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Rockwall 3400 Discovery Boulevard — 16,066 2,683 — 16,066 2,683 18,749 ( 4,440 ) 2017

Socorro 11320 Gateway Boulevard East — 27,752 4,430 86 27,838 4,430 32,268 ( 505 ) 2024

Stafford 13720 Stafford Road — 6,570 339 41 6,611 339 6,950 ( 1,460 ) 2017

Waco 101 Apron Road — 1,394 — 922 2,316 — 2,316 ( 981 ) 2011

Provo 3715 S.

Tracy Hall Parkway — 27,225 1,945 — 27,225 1,945 29,170 ( 1,842 ) 2021

Salt Lake City 3175 West 500 South — 26,292 3,939 — 26,292 3,939 30,231 ( 64 ) 2024

Chester 2001 Ware Bottom Spring Road — 3,276 775 — 3,276 775 4,051 ( 1,133 ) 2014

14 unchanged sentences

DeForest 505-507 Stokely Drive — 5,298 1,131 759 6,057 1,131 7,188 ( 1,464 ) 2016

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2023

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

Delavan 329 Hallberg Street — 2,032 127 232 2,264 127 2,391 ( 451 ) 2019

2 unchanged sentences

Elkhorn 390 Koopman Lane — 3,621 210 — 3,621 210 3,831 ( 769 ) 2019

Elkhorn 390 Koopman Lane — 3,621 210 — 3,621 210 3,831 ( 627 ) 2019

Franklin 5215 W Airways Avenue — 8,193 1,551 — 8,193 1,551 9,744 ( 1,026 ) 2021

16 unchanged sentences

Smalls Road — 20,176 955 — 20,176 955 21,131 ( 1,866 ) 2021

Initial Cost to STAG Industrial, Inc.

Gross Amounts at Which Carried at December 31, 2024

State & City Address Encumbrances (1)

Building & Improvements (2)

Costs Capitalized Subsequent to Acquisition and Valuation Provision Building & Improvements Land Total Accumulated Depreciation (4)

Year Acquired

New Berlin 5600 S.

4 unchanged sentences

Pewaukee W277 N2837 Duplainville Road — 4,516 439 52 4,568 439 5,007 ( 1,106 ) 2018

Pleasant Prairie 10411 80th Avenue — 18,219 2,297 — 18,219 2,297 20,516 ( 2,623 ) 2018

Pleasant Prairie 8901 102nd Street — 4,899 523 713 5,612 523 6,135 ( 1,148 ) 2018

Sun Prairie 1615 Commerce Drive — 5,809 2,360 4,540 10,349 2,360 12,709 ( 3,356 ) 2011

Sussex W251 N5350 Business Drive — 13,026 1,212 15 13,041 1,212 14,253 ( 331 ) 2024

West Allis 2207 S.

7 unchanged sentences

Yorkville 13900 West Grandview Parkway — 4,886 416 323 5,209 416 5,625 ( 1,437 ) 2014

Total $ ( 4,537 ) $ 5,430,290 $ 698,633 $ 330,078 $ 5,760,368 $ 698,633 $ 6,459,001 $ ( 921,846 )

Developments in Process

Lebanon, TN Maddox-Simpson Parkway — — 549 18,014 18,014 549 18,563 — 2019

Concord, NC 2711 Concord Parkway South — 910 3,553 1,329 2,239 3,553 5,792 — 2024

Concord, NC 2711 Concord Parkway South — 910 3,553 1,330 2,240 3,553 5,793 — 2024

North Plains, OR 28925 NW Union Road — 1,888 4,778 14,116 16,004 4,778 20,782 — 2024

Reno, NV Resource Drive — — 1,896 4,912 4,912 1,896 6,808 — 2024

Reno, NV Echo Avenue — — 8,959 6,224 6,224 8,959 15,183 — 2024

$ ( 4,322 ) $ 5,709,918 $ 771,794 $ 671,068 $ 6,380,986 $ 771,794 $ 7,152,780 $ ( 1,085,866 )

(1) Balance excludes the net unamortized balance of fair market value discount of approximately $ 0.1 million.

(2) The initial costs of buildings and improvements is the acquisition costs plus building expansions and non-cash transfers of acquired other assets to initial cost of building and improvements, less asset impairment write-downs and disposals of building and tenant improvements.

(2) The initial costs of buildings and improvements is the acquisition costs and non-cash transfers of acquired other assets to initial cost of building and improvements, less asset impairment write-downs and disposals of building and tenant improvements.

(3) Represents values at acquisition date less any impairments.

5 unchanged sentences

(5) As of December 31, 2024, the aggregate cost for federal income tax purposes of investments in real estate was approximately $ 8.0 billion.

(6) The following table summarizes our real estate and accumulated depreciation per Schedule III for the years ended December 31, 2024, 2023 and 2022.

Year ended December 31,

2023 2022 2021

Real Estate and Accumulated Depreciation (in thousands) 2024 2023 2022

Balance at beginning of period $ 6,459,001 $ 6,123,295 $ 5,664,907

Additions during period

Other acquisitions 304,057 423,918 1,217,478

Acquisitions 628,052 304,057 423,918

Improvements, etc.

19 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures